COTE D’IVOIRE LAW AND PRACTICE Contributed by: Abdourahim Bodeen Diallo, Albert Dione, Tokpanan Doré, Joane-Dominique Bah, Thierno Moustapha Diallo, Mamadou Billo Barry and Nasrine Akrah, Thiam & Associés
• the creation of a joint venture performing, on a lasting basis, all the functions of an autonomous economic entity. Thus, in accordance with Article 12 of the Competition Act, a concentration may be considered an abuse of a dominant position when the transactions create or strengthen a dominant position held by one or more undertakings, with the effect of significantly impeding effective competition in the market. Furthermore, Article 7 of Act A/SA.1/12/08 on ECO - WAS Competition Rules defines “merger” in a broad sense, as: “the acquisition of control or other business combinations, the taking of control, joint ventures or other acquisitions or groupings of undertakings, including interconnected directorships of a vertical, horizontal or conglomerate nature between or among undertakings”. Accordingly, any merger or acquisition that is likely to constitute an economic concentration or create a position of strength that significantly reduces effective competition in the market is subject to prior control and authorisation by the competent authority, under penalty of nullity, in accordance with the aforemen - tioned Article 7. 6.3 Remedies and Commitments In principle, investments are unrestricted, in accord - ance with the fundamental principle set out in Article 1 of the Investment Code. However, certain commit - ments and obligations are imposed on investors. With regard to mergers, Article 2 (1)(a)(viii) of Regula - tion C/REG.23/12/21, provides that: “The notification sent to the ARCC must be accom - panied by the payment of a non-refundable fee, cal - culated at 0.1% of the combined annual turnover or the combined value of the assets of the companies concerned in the community, whichever is higher. Undertakings must also justify the economic or stra - tegic rationale for the transaction and provide all the information required in the notification form”. Apart from merger control, the Investment Code imposes general obligations on investors, including:
• contributing to the socio-economic development of the country; • complying with all Ivorian legislation, including environmental standards; • promoting the transfer of technology and skills; and • giving preference to local labour and national com - panies for services and subcontracting, whenever local skills are available, in accordance with the law on local content. 6.4 Antitrust/Competition Enforcement To the authors’ knowledge, there has not been any blockage or challenge by the competent authority once an investor has obtained prior approval for the investment. 7. Foreign Investment/National Security 7.1 Applicable Regulator and Process Overview The authors are not aware of the existence within the jurisdiction of a foreign investment/national security review regime applicable to FDI. 7.2 Criteria for National Security Review This is not applicable in this jurisdiction. 7.3 Remedies and Commitments Remedies and commitments are not applicable in this jurisdiction. 7.4 National Security Review Enforcement See 6. Antitrust/Competition .
8. Other Review/Approvals 8.1 Other Regimes
Subject to the sectoral restrictions set out above (eg, the acquisition of mining titles) in terms of investment law, foreign investors enjoy the same treatment as nationals in Côte d’Ivoire. Certain activities may be excluded from tax benefits or subject to technical reg - ulations, but these rules do not constitute discrimina - tion based on nationality alone.
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